§ 36a-106 — (Formerly Sec. 36-89b). Preferred shares. Capital notes and debentures.

Connecticut § 36a-106

• Jurisdiction: Connecticut
• Title 36a: The Banking Law of Connecticut
• Ch. 664b: Corporate Organization and Administration of Connecticut Banks

Text

(a) Subject to the approval of the commissioner, any capital stock Connecticut bank may increase its authorized capital stock and provide for the issuance of nonassessable preferred shares of one or more classes in accordance with chapter 601. (b) Preferred shares, capital notes and debentures which are convertible into shares of common stock shall be subject to the limitations of subsection (f) of section 33-672 . (c) Before the issuance of preferred shares, any provision of which is fixed or determined by the governing board in accordance with section 33-666 , the governing board shall amend the certificate of incorporation of the capital stock Connecticut bank as provided in section 33-666 . (d) Upon payment of the consideration fixed for the issuance thereof, which shall be not less than the par value thereof, in the case of shares having a par value, or not less than the stated capital thereof, in the case of shares without par value, any preferred stock issued in compliance with this section shall be fully paid and nonassessable.

Legislative History

(1967, P.A. 551, S. 6; 1969, P.A. 185, S. 1; 504, S. 12; P.A. 85-188, S. 4; 85-379, S. 10; P.A. 86-403, S. 69, 132; P.A. 91-357, S. 19, 78; P.A. 92-12, S. 34; P.A. 94-122, S. 53, 340; P.A. 96-271, S. 191–193, 254; P.A. 03-158, S. 13.) History: 1969 acts repealed former Subsec. (5) of the 1967 supplement which had stated that dividends payable on preferred shares and interest payable on capital notes or debentures shall not exceed 6% of par value or principal amount and renumbered remaining Subsecs; P.A. 85-188 and P.A. 85-379 referred to state capital stock bank rather than state bank and trust company, eliminated the $100 required par value for state bank and trust company preferred shares and eliminated the required stockholder vote for increasing authorized shares; P.A. 86-403 made technical changes; P.A. 91-357 made a technical change in Subsec. (4); P.A. 92-12 redesignated Subsecs. and Subdivs. and made technical changes; P.A. 94-122 deleted Subsec. (a)(2) re the issuance of evidences of indebtedness in the form of capital notes or debentures, deleted Subsec. (b) re the governing board's determination of the terms and conditions of such issuance, renumbered former Subsecs. (c), (d) and (e) as Subsecs. (b), (c) and (d), deleted Subsec. (f) and made technical and conforming changes, effective January 1, 1995; Sec. 36-89b transferred to Sec. 36a-106 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to chapter 599 with chapter 601, amended Subsec. (b) to replace reference to “section 33-349” with “subsection (f) of section 33-672” and amended Subsec. (c) to replace reference to “subsection (b) of section 33-341” with “subsection (a) of section 33-666” and “subdivision (2) of subsection (b) of section 33-360” with “subsection (d) of section 33-666”, effective January 1, 1997; P.A. 03-158 amended Subsec. (c) by deleting “subsection (a) of” and “subsection (d) of” in references to Sec. 33-666.